Service Agreement

TAX PREPARATION ENGAGEMENT LETTER

This Tax Preparation Engagement Letter (this “Agreement“) is made by and between KSA Tax Partners, LLC an Ohio limited liability company (“KSATP“), __________________________ & ____________________________, (the “Client“). KSATP and Client are individually referred to herein as “Party” and collectively referred to herein as the “Parties“. The Parties hereby agree to the following terms and conditions in connection with services provided under this Agreement.

1. Scope of Services
   • General. KSATP will provide to Client services as set forth in the statement of work attached hereto as Appendix A (the “Services“). The Services include preparation of certain tax documents and certain communication. KSATP will not provide any service not expressly set forth in the selected Service Package (defined below). All Services are subject to the terms and conditions of this Agreement. 
   • Method of Performance. All Services contemplated by this Agreement will in each instance and without exception be provided on a virtual basis. All communication will be provided in the form of telephone calls, text messages, video conferences, or other electronic communications. 
   • Session Scheduling and Usage. All communications set forth in the Services must be scheduled in sessions with KSATP staff. Client can schedule sessions by contacting KSATP and identifying mutual availability. Sessions must be scheduled at least 24 hours in advance. Cancellations or rescheduling requests must be made at least 24 hours before the session start time; otherwise, the session will be forfeited.
   • KSATP Availability. Sessions are subject to KSATP staff availability. KSATP will make every effort to accommodate scheduling requests but cannot guarantee specific times or dates. If a session is canceled by KSATP (e.g. due to unforeseen circumstances), it will be rescheduled or credited within the same term.
   • No Rollovers. Unused hours and sessions do not carry over to subsequent term periods and will be forfeited if not used within the applicable term period.
     
2. Compensation.
   • General. In consideration for KSATP’s performance of the Services during the term, Client agrees to pay KSATP its professional fees for the applicable Service Package as set forth in Appendix A (the “Fee“). Payment shall in each instance be made via Check or ACH/Wire no later than fifteen (15) days following the Client’s receipt of KSATP’s invoice with respect to the Services. Late payments shall bear interest at the lesser of (a) the rate of 1.5% per month and (b) the highest rate permissible under Ohio law, calculated daily and compounded monthly. 
   • Default. Client’s failure to make timely payments as required by this Agreement shall constitute a “Default.” If Client Defaults, KSATP shall be entitled to suspend the provision of any Services or terminate the Agreement if the Client fails to pay all undisputed amounts/fees when due hereunder in full and shall be entitled to the costs and expenses, including attorney fees, for collecting the unpaid amounts due. KSATP shall not be liable for any damages, losses, or liabilities to Client that may arise out of KSATP’s suspension of performance and/or withholding of materials due to Client’s nonpayment under this Section 2.
     
3. Term and Termination. The term of this Agreement is one (1) year from the date of the execution of this Agreement by both Parties (the “Effective Date“). Upon the expiration of the Agreement, the Agreement will automatically renew for succeeding terms of one year each until the Agreement is terminated by either Party in accordance with the terms and conditions of this Section 3. Either Party may terminate this Agreement at any time by providing fifteen (15) day prior written notice to the other Party. Without limiting the foregoing, KSATP at its sole discretion may terminate this Agreement immediately in the event of one of the following: (1) Client fails to provide any Necessary Information requested by KSATP within thirty (30) days of KSATP’s request; or (2) the contractual undertakings assumed by KSATP based on Client’s representations are determined to be inaccurate and/or result in KSATP needing to undertake obligations not mutually agreed upon. In the event of termination by either Party for any reason, Client remains responsible for paying KSATP all unpaid amounts due for Services rendered under this Agreement through the date of termination. All sums due to KSATP will become immediately payable in full upon termination.
   
4. Independent Contractor Relationship. Both Parties intend and agree that KSATP and its employees’ relationship to the Client under this Agreement will at all times be that of an independent contractor. 
   
5. Necessary Information and Materials. KSATP will compile a checklist of all information and materials needed from Client for KSATP to perform the Services. KSATP’s performance of the Services is contingent upon receipt of all information and materials requested from Client by KSATP (the “Necessary Information“). The Client acknowledges that the accuracy and completeness of any Necessary Information supplied to KSATP is the sole responsibility of the Client. Client must provide all Necessary Information promptly; otherwise, it may impact KSATP’s ability to perform the Services. In the event Client’s failure to provide any Necessary Information impedes or prevents KSATP from completing any portion of the Services, the Client will remain responsible for the full and timely payment of the Fees incurred for Services provided by KSATP even if KSATP is unable to fully complete them.
   
6. Indemnification. The Client agrees to defend, indemnify and hold harmless KSATP, its affiliates, and its respective members, shareholders, managers, officers, agents, employees, representatives, insurers, heirs, successors and assigns (collectively, the “Indemnified Parties“), from and against all claims, causes of action, suits, losses, damages, and expenses, including reasonable attorney’s fees (collectively, “Claims“), arising out of or relating to, directly or indirectly: (i) the breach of any representation, warranty, or obligation under this Agreement by the Client or (ii) any legal action or proceeding brought by a third party, including, but not limited to, Client’s regulators, in which any Indemnified Party is named a party because KSATP is a party to this Agreement or otherwise because it is providing Services hereunder, except for Claims arising from the illegal acts or willful misconduct of KSATP. The indemnity obligations of this Section 6 shall survive the termination or expiration of this Agreement.
   
7. Acknowledgements. Client specifically acknowledges and agrees  that:
   •  KSATP is relying entirely on the facts, information, and documents Client provides. KSATP will not make an independent investigation of the facts or information provided, or the authenticity of documents provided.  
   • Client affirms that all expenses or other deduction amounts are accurate, and that Client has all required supporting written records.  
   • Client must be able to provide written records of all items included on its return. 
   • Client must review the return carefully before signing to make sure the information is correct.
   • Client should keep copies of its tax returns and all related tax documents. 
   • KSATP does not provide internal, external, or audit support services related to its tax preparation services and nothing in this Agreement is to be interpreted as to obligate KSATP to provide such services to Client.
     
8. DISCLAIMERS. ALL SERVICES ARE FURNISHED “AS-IS.” THE SERVICES ARE PROVIDED TO CLIENT FOR THE SOLE USE OF CLIENT INTERNALLY AND/OR TO PREPARE TAX RETURNS REFLECTING THE INFORMATION PROVIDED BY CLIENT. KSATP MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY OR REPRESENTATION OF ACCURACY, RELIABILITY, OR SATISFACTORY RESULTS. NO COMMUNICATION FROM KSATP WILL BE CONSIDERED BUSINESS, TAX, FINANCIAL, OR ACCOUNTING ADVISE REGARDLESS OF WHETHER SAID COMMUNICATION IS PROVIDED BY A LICENSED ACCOUNTANT.
   
9. Limitation of Liability. IF KSATP BREACHES THIS AGREEMENT, CLIENT SHALL BE ENTITLED ONLY TO ACTUAL, DIRECT DAMAGES, IN THE AGGREGATE AMOUNT NOT TO EXCEED THE ACTUAL FEES PAID TO KSATP BY CLIENT DURING THE APPLICABLE TAX YEAR PLUS ANY FEES OR PENALTIES IMPOSED BY THE IRS. TO THE FULLEST EXTENT OF THE LAW, IN NO EVENT SHALL KSATP BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSSES SUFFERED AS A RESULT OF THE PERFORMANCE OR NONPERFORMANCE OF ANY OF KSATP’S OBLIGATIONS UNDER THIS AGREEMENT, ARISING UNDER ANY THEORY OF RECOVERY, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF COMMERCIAL OPPORTUNITY, OR OTHER SIMILAR ITEMS OF LOSS OR DAMAGE, EXCEPT IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT. This paragraph shall survive the termination or expiration of this Agreement. 
   
10. Remedies. All remedies provided herein and by law are cumulative. Exercise of one available remedy shall not be deemed a waiver of any other available remedy. If KSATP must take legal action against the Client to collect any amount owed as a result of this Agreement, the Client agrees to pay all of KSATP’s expenses, including contingent collection fees and/or attorneys’ fees incurred as a result of the collection action. 
    
11. Governing Law; Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule. Any action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal or state court, or arbitration tribunal, situated in Cuyahoga County, Ohio, and each party irrevocably submits to personal jurisdiction of the courts in any action or proceeding. 
    
12. Non-Solicitation. Client agrees not to solicit directly or indirectly, contract with, hire, or otherwise enter an arrangement with any KSATP professional assigned to provide Services to Client while this Agreement is in effect and for a period of eighteen (18) months after the parties’ engagement ends without the prior written approval of an authorized representative of KSATP.
    
13. Confidentiality. For purposes of this Agreement, Confidential Information means all non-public information and material of either Party that is proprietary, confidential, or is a trade secret, regardless of whether it is specifically designated or labeled as confidential. A Party receiving Confidential Information (“Recipient”) and Recipient’s affiliates, employees, contractors, subcontractors, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, a Party’s “Representatives”) shall:
    • protect and safeguard the confidentiality of all the disclosing Party’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a reasonable degree of care;
    • not use the disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than in accordance with this transaction, or otherwise in any manner to the disclosing Party’s detriment, unless required by law;
    • not duplicate the disclosing Party’s Confidential Information except in accordance with performance of this Agreement or as required by law;
    • not disclose any of the disclosing Party’s Confidential Information to any third party, except for disclosures required by law and to Representatives who:
      1. need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Services or to exercise its rights under this Agreement; 
      2. are informed by the Recipient of the confidential nature of the Confidential Information; and 
      3. are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and
    • be responsible for any breach of this Agreement caused by any of its Representatives and shall direct them to comply with the confidentiality, protection, and non-disclosure obligations and restrictive covenants of Recipient under this Agreement. 
      
14. Compelled Disclosure. If Recipient or any of its Representatives is required by a valid legal order to disclose any Confidential Information, Recipient shall, before such disclosure, notify the disclosing Party of such requirements so that the disclosing Party may seek a protective order or other remedy, and Recipient shall reasonably assist the disclosing Party therewith. If Recipient remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that, in the written opinion of its legal counsel, Recipient is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
    
15. Return and Retention of Confidential Information. On the expiration of this Agreement or otherwise at a disclosing Party’s request, Recipient shall within three (3) days, at the disclosing Party’s option, either return to the disclosing Party or destroy all Confidential Information in its and its Representatives’ possession including Notes, and certify in writing to the disclosing Party the destruction of such Confidential Information. Notwithstanding the foregoing, KSATP shall be entitled to retain any Confidential Information as required by law or in preparation of any potential tax audit, which may entitle KSATP to retain said Confidential Information for up to seven (7) years. 
    
16. Alternative Dispute Resolution. All disputes arising from this Agreement, or an alleged breach thereof shall be resolved by good faith discussion and negotiation among the parties. If these measures fail to resolve a dispute, both Parties agree to submit the dispute to mediation and arbitration.
    • Mediation. The Parties shall undertake and employ every reasonable good faith effort to resolve their dispute in mediation. The Parties shall mutually agree upon a mediator. The Parties agree to mediate the dispute within forty-five (45) days of the selection of a mediator. The mediation shall take place in Cuyahoga County, Ohio, USA unless the Parties agree to a different venue. Thereafter, if mediation leaves the dispute unresolved, the dispute shall be submitted to binding arbitration. 
    • Binding Arbitration. The Parties shall arbitrate any and all disputes, controversies, or claims arising from this Agreement. No Party or legal authority shall construe this provision to prevent either Party from seeking any type of injunctive relief, including specific performance and temporary injunction, against the other or any other party from any judicial authority prior to the commencement of arbitration. 
    • Selection of the Arbitrator. The Parties shall choose a mutually acceptable arbitrator. If the Parties cannot agree on an arbitrator, then each Party will select one arbitrator and those two arbitrators will select the third arbitrator who will serve as the panel chairperson, resulting in a three-member arbitration panel which will hear and resolve the dispute. All arbitrators must be active attorneys at law, licensed and in good standing, and skilled in the legal and business aspects of the subject matter of the dispute. 
    • Location. The arbitration hearing will take place in Cuyahoga County, Ohio USA, unless the Parties agree to a different venue. 
    • Arbitration Procedure. Unless otherwise stated in this section, the arbitration will proceed in accordance with the rules, including compulsion of witness attendance, of the Federal Arbitration Act. 
    • Arbitration Decision. The decision rendered by the arbitrator or panel is final and binding on the parties, and not subject to appeal. Any court of competent jurisdiction may enter judgment on any arbitration award upon application by any of the Parties. 
    • Arbitration Costs. Each Party will be responsible for their own costs associated with the arbitration of any matter, except that KSATP shall be entitled to recover any expenses, including attorney’s fees and arbitration or court costs, accrued in pursuit of collecting fees earned in connection with this Agreement.
      
17. Miscellaneous. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral and written, and except as provided in Section 17 hereof, may not be modified or amended except in writing signed by both Parties. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. To the extent that any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted here from and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect. Notwithstanding anything to the contrary contained herein, in the event of any termination of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the termination of this Agreement. 

APPENDIX A 

STATEMENT OF WORK

Pursuant to the Agreement, effective as of (Effective Date) by and between KSATP and the Client and to which this Statement of Work is attached, KSATP agrees to complete the following Services on the terms and conditions as set forth below:

1. Service Packages. Client shall select the applicable service. Subject to the terms of the Agreement, KSATP will only provide the Client with the deliverables listed in the selected service package.